Shareholders of Super League approved the issuance of up to 435.9 million common shares under agreements involving Metaplanet and Evo Fund, according to a Monday announcement and a filing with the US Securities and Exchange Commission (SEC). In exchange for the stake, Metaplanet will receive 44.86 million common shares, 100 shares of convertible perpetual preferred stock with governance rights, and 10-year warrants for additional common stock.
The transaction gives Metaplanet control over Super League, including the ability to designate a majority of the board and approve major corporate decisions. Metaplanet's common shares will be subject to a five-year lock-up. As part of the deal, Super League plans to rebrand as Superplanet and adopt the Nasdaq ticker SUPA, with a strategy focused on increasing its Bitcoin holdings per share.
Rather than relying primarily on debt, Superplanet intends to finance additional Bitcoin purchases through senior, non-convertible perpetual preferred shares. Metaplanet also has the option to invest up to $210 million in junior preferred stock to provide additional financial support.
The deal enables Metaplanet to raise capital in US dollars through preferred stock offerings, complementing its existing yen-denominated financing in Japan. In an Oct. 15 SEC filing, Super League said the US market for preferred securities issued by Bitcoin treasury companies has grown large enough to support new entrants.
Metaplanet has accumulated 44,000 BTC, making it the second-largest publicly traded corporate Bitcoin holder behind Strategy, according to industry data. The company earlier this month proposed allocating up to 15% of its total assets for strategic investments to help finance Bitcoin purchases and dividend payments.